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This Token Holder Agreement (the “Agreement”) is concluded between ICO Headstart Foundation, a foundation under the laws of the Netherlands, having its seat in Amsterdam, the Netherlands, (the “Foundation”), or any legal successor of Foundation, and any legal or natural person that fulfils the criteria in this Agreement and accepts its terms (the “Token Holder”).

Parties to the Agreement are referred to as a “Party” and ,collectively, as “Parties”.

The Foundation’s address on Ethereum network is {Foundation-address}. Ethereum is a distributed ledger on which self-enforcing agreement called smart contracts are deployed and provide global consensus for enforcement of agreements. The Token Holder is identified by the following address {token-holder-address} on the Ethereum network.

The Foundation develops and operates the MOAT Platform used by Token Holders for selecting eligible projects for token generation events, all as described in the White Paper as amended from time to time and published on the website operated by or on behalf of the Foundation. The tokens exchanged for Ether allowing the use as per the White paper are referred to as “MOAT Tokens”.

This Agreement sets forth principles, terms and conditions of use by the Token Holder of Moat Tokens, as set out in a smart contract under address {ICO Headstart sc-address} (the “Moat Token Smart Contract”). It’s source code is available in repository {repo-url} with commit {commit-id} (the “Repository”).

Content of the Agreement and of all its amendments from time to time including amended White Paper, all as reduced to the Moat Token Smart Contract, is stored in public immutable storage where it can be retrieved by cryptographic hash of a file. Foundation will sign Agreement and any of its amendment by executing a transaction on the Moat Token Smart Contract that will add Agreement hash to contract state thus providing proof of Foundation signature and of Agreement content. Token Holder may access current Agreement and all amendments by inspecting Moat Token Smart Contract state on the Ethereum network.

The terms outlined in the Agreement correspond to the self-enforcing computer code of the MOAT Token Smart Contract.

This document does not constitute a prospectus or offering or securities of any sort and is not a solicitation for investment.

This Agreement may be amended in accordance with section 5 below.

    1. 1.1 Conclusion of the Agreement. Token Holder is subject to and bound by this Agreement by virtue of signing a transaction to MOAT Token Smart Contract with the Investor’s private key assigned to the Ethereum Address (the “Private Key”). Private Key storage shall be at the Investor’s sole discretion. As a result of this transaction one of following functions of MOAT Token Smart Contract must be executed: “transfer”, “approve” or “distribute MOAT”.
    2. 1.2 Eligibility. In order to be eligible to become Party to this Agreement, a potential Token Holder must not be (the “Non-Supported Person”):
      1. 1.2.1 a citizen, resident of the USA or any entity organized under the laws of the USA;
      2. 1.2.2 a citizen or resident of a country, whose legislation conflicts with or deems forbidden acquiring or holding MOAT Tokens or performing operations by the MOAT Platform;
      3. 1.2.3 a citizen, resident or any other entity of any country or region that is subject to any sovereign country sanctions or embargoes, in particular imposed by the Netherlands, EU or any of the EFTA countries;
      4. 1.2.4 a representative of persons or entities listed above.
    3. 1.3 Must comply with all the terms and conditions set forth in this Agreement and other applicable documents.
    4. 1.4 Representations and warranties. Token Holder represents and warrants to Foundation the following:
      1. 1.4.1 The Token Holder fulfills any requirements set forth hereof and in other applicable documents. In particular, the Token Holder fulfills eligibility requirements set forth in sec. 1.2 hereof;
      2. 1.4.2 The Token Holder acknowledges that the Foundation has published a White Paper under that provides relevant details regarding the structure, terms and conditions of MOAT Tokens that Token Holder has read and analysed;
      3. 1.4.3 The Token Holder is legally permitted to exchange Ether for MOAT Tokens and exercise control over the latter in a manner compliant with laws applicable from time to time for Token Holder;
      4. 1.4.4 The Token Holder understands and accepts that MOAT Tokens do not represent or constitute any ownership right or stake, share or security or equivalent rights relating to the Foundation or any related entity or person;
      5. 1.4.5 The Token Holder understands and accepts that all activities in relation to the MOAT Token on the Ethereum blockchain, including all token related operations on the Ethereum Network, are performed by the network of miners and not by or on behalf of the Foundation or related entities or persons;
      6. 1.4.6 The Token Holder shall acquire and use MOAT Tokens for legal purposes only;
      7. 1.4.7 The Token Holder understands that there may be a market for MOAT Tokens and may have a value, but no warranty is made as regards any value or the likelihood thereof;
      8. 1.4.8 The Token Holder understands and accepts that blockchain and smart contract technology is experimental and constantly evolving which carries significant operational, technological, financial, legal and regulatory risks, including those indicated in sec. 2.4 hereof.
    5. 1.5 Risks. The Token Holder understands and accepts the inherent risks in connection with acquiring MOAT Tokens. In particular, but not concluding, the Token Holder understands the following risks:
      1. 1.5.1 Due to a lack of public interest, the ICO Headstart Platform could be fully or partially abandoned, remain unsuccessful or be shut down for lack of interest, technical, regulatory, legal or other reasons;
      2. 1.5.2 MOAT Tokens are freely transferable, but there is no warranty or expectation of the same to continue albeit that the Foundation has entered into agreements with parties aiming to establish a market for exchange of MOAT Tokens;
      3. 1.5.3 Attacks by hackers or other individuals on the Foundation, the ICO Headstart Platform, smart contracts or other software used could result in theft or loss of MOAT Tokens;
      4. 1.5.4 The regulatory and tax status of cryptographic tokens is unclear in many jurisdictions. It is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may have consequences on the ICO Headstart Platform (including its closure) and MOAT Tokens (including loss of utility or as the case may be of “value”);
      5. 1.5.5 All smart contracts used in connection with MOAT Tokens or the ICO Headstart Platform are ultimately controlled by the network. It can lead at any point of time to disruption, suspension or termination of provision of any service related to MOAT Tokens or ICO Headstart Platform, as well as lead to MOAT Tokens losing utility or “value”;
      6. 1.5.6 Ethereum blockchain is used by Foundation for the purpose of, among others, issuance of MOAT Tokens as well as building ICO Headstart Platform. Defects in the functioning of the Ethereum, which is an experimental technological platform, resulting from, among others, technical bugs, network forks or intentional attacks of third parties, may result in disruption, suspension or termination of provision of any service related to MOAT Tokens or ICO Headstart Platform, as well as lead to MOAT Tokens losing utility or “value”;
      7. 1.5.7 The ICO Headstart Platform and MOAT Tokens are built using new and untested and still evolving technologies. In addition to the risks included above, there are other risks associated with use of ICO Headstart Platform and acquisition and use of MOAT Tokens, including those that the Foundation cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks indicated above.
      8. 1.5.8 Token Holder is solely responsible for securely storing and managing the Private Key. Loss of such key may result in irreversible loss of all MOAT Tokens held.
    1. 2.1 MOAT Token Issuance. The MOAT Tokens will be issued according to an issuance algorithm as set out below (the “Issuance Algorithm”).
      1. 2.1.1 MOAT Tokens are issued to Token Holder in exchange for Ether and can as per the smart contract performing the Issuing Algorithm not be reversed. All exchanges are final.
      2. 2.1.2 The initial value will be calculated and published after the pre-ICO on December 22nd. 2017. The value will constantly change and be published on our website. The MOAT will hit the exchange in March 2018 probably.
    2. 2.2 MOAT Token features. MOAT Token features correspond to six functions of the Ethereum ERC-20 token standard, as defined in https://github.com/ethereum/EIPs/blob/405c369510479a602e86f4b884a66dd73feb7f65/EIPS/eip-20-token-standard.md.
    3. 2.3 Suspension of MOAT Token features. Transfer feature of MOAT Token can be suspended by the Foundation for important reasons, in particular because of regulatory reasons.
    1. 3.1 MOAT Token additional features. The Foundation may add additional features to the MOAT Token at a later date.
    1. 4.1 Besides intentional tort (Opzet) or fraud (Betrug), any claim of the Token Holder against the Foundation other than explicitly stated in this Agreement shall be excluded.
    1. 5.1 Governing law; Jurisdiction. In case of legal disputes and proceedings in conjunction with the Agreement, any such proceedings shall be, as far as legally permissible, subject to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands. The laws of the Netherlands shall apply to conditions stated in the Smart Contracts with exclusion of its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.
    2. 5.2 Dissolution. The agreement can upon exchange of Ether for MOAT not be dissolved in whole or in part.
    3. 5.3 Ethereum fork. In case of fork of Ethereum network where fork is understood as a consensus algorithm change that splits existing Ethereum network into one or more networks where the MOAT Token Smart Contract state may be independently changed, only one network will be supported by the Foundation. For announced forks Foundation may execute a transaction that informs Token Holder that specific fork will be supported when activated. On fork activation, Foundation shall execute a transaction on fork that it wishes to support to mark it as such. Such transactions are executed to Ethereum Fork Arbiter Smart Contract with address {fork-arbiter-sc-address}.
    4. 5.4 Smart Contract Code Update (“Bug-fixing provision”). The MOAT Token Smart Contract may provide a mechanism to amend smart contract code without the Token Holder authorization. This mechanism may be used to exclusively resolve issues with (i) smart contract security; (ii) non-intentional deviations from regulations as provided in sections 2 and 3 hereof; (iii) change the structure of the source code, class interfaces, program control flow etc. if this does not change regulations provided for in section 2 hereof; (iv) translate source code to other computer language without affecting the regulations provided for in section 3 hereof; (v) amend the MOAT Token Smart Contract provisions that became invalid or impracticable due to external effects.
    5. 5.5 Smart Contract Amendment. No modification or amendment to the MOAT Token Smart Contract, other than Code Update described in section 5.3 hereof, shall be effective unless authorized by each Party by signing such amended Smart Contract and voiding existing Smart Contract.
    6. 5.6 The effect of the Smart Contract Amendment on the Agreement. An amendment of the MOAT Token Smart Contracts pursuant to section 5.4 hereof shall be reflected in a corresponding amendment of the Agreement, if necessary. The new version of the Agreement and its cryptographic hash will be signed by Foundation by executing transaction on amended Smart Contract. The Token Holder is solely responsible for getting acquainted with the most recent version of the Agreement.
    7. 5.7 Agreement Amendment. Except section 2, this Agreement may be amended, modified or supplemented by the Foundation without the Token Holder authorization. The amendment of the Agreement and its cryptographic hash will signed by Foundation and attached to the MOAT Token Smart Contract by a transaction as described in the preamble. The amended Agreement shall become effective with the timestamp of Ethereum block containing such transaction. The Token Holder is solely responsible for getting acquainted with the most recent version of the Agreement.
    8. 5.8 Tax. All obligations regarding taxes, which arise out of or in connection with execution of rights and obligations of this Agreement shall be borne by the Token Holder. The Foundation gives no guarantees, warranties, verification and/or promises whatsoever with regard to the existence or non-existence of any taxes in any jurisdiction.